- Revised offer is for $4.10 per Unit of BTB payable in cash for up to 8,000,000 Units
- Revised offer represents 12% premium to unaffected Unit price
- Provides Unitholders with immediate liquidity at a premium to market
- The deadline to tender Units to the offer is extended to 5 p.m. (Eastern Standard Time) on October 15, 2025
Toronto, Ontario--(Newsfile Corp. - October 2, 2025) - Ewing Morris, on behalf of investment vehicles and accounts managed by it ("Ewing Morris"), today announced that it has revised its all-cash offer (the "Offer") to purchase units ("Units") in the capital of BTB Real Estate Investment Trust (TSX: BTB.UN) ("BTB" or the "Trust") by increasing the price being offered from $3.80 per Unit to $4.10 per Unit (the "Purchase Price") and extending the expiry time to 5:00 p.m. (Eastern Standard Time) on October 15, 2025, unless further varied, extended, or withdrawn in accordance with the terms of the Offer (the "Expiry Time"). The increased Purchase Price will not be increased further and represents Ewing Morris' best and final offer for the BTB Units.
The increased Purchase Price represents an approximate 12% premium to the volume-weighted average price of the Units on the TSX over the 20 trading days prior to the first announcement of the Offer by Ewing Morris on September 4, 2025. The increased Purchase Price exceeds the target price of all current sell-side analysts covering BTB. BTB Units have not traded above $4.00 in more than three years.
The total value of the Offer, if fully taken up, is approximately $32,800,000. The Offer is open for acceptance until 5:00 p.m. (Eastern Standard Time) on October 15, 2025, unless the Offer is extended, varied or withdrawn. The Offer is not a "take-over bid" under Canadian securities laws.
Unitholders of BTB who have already validly deposited and not withdrawn their Units are not required to take any further action to accept the Offer. No Units will be taken up and paid for by Ewing Morris pursuant to the Offer until after the Expiry Time.
Ewing Morris has posted a letter to Unitholders (the "Letter") setting out more information pertaining to the revised Offer on the Trust's SEDAR+ profile at www.sedarplus.ca. The Letter has also been publicly disclosed by way of a separate press release.
Except as expressly otherwise set forth in the Letter, the terms and conditions set forth in the original offer dated September 4, 2025 (the "Original Letter") remain unchanged. Details of the Offer, including instructions for tendering Units, are included in the Original Letter (as amended by the Letter, together with the letter of transmittal dated September 4, 2025, the "Offer Documents"). Please see "Details of Amended Offer" below for additional information.
Unitholders of BTB should carefully read the Offer Documents prior to making a decision with respect to the Offer.
Reasons to Accept the Revised Offer
The Offer provides existing Unitholders with the following benefits:
All-Cash Premium. Unitholders can realize immediate liquidity at a premium to current trading prices. The increased Purchase Price exceeds the recently published target price of every analyst covering BTB. Units have not traded above $4.00 in more than three years.
Unique Liquidity Opportunity. There is a persistent lack of trading volume for Units making it difficult for investors to exit meaningful holdings. The Offer provides a rare opportunity to sell at a premium with size and certainty.
Higher Yielding Alternatives. At the purchase price, the yield on BTB would fall to 7.3%. Higher yields are available from a number of other Canadian REITs, including Allied Properties, Slate Grocery, and Nexus Industrial.
Details of Amended Offer
The Purchase Price is now $4.10 per Unit. The Offer remains open for acceptance until 5:00 p.m. (Eastern Standard Time) on October 15, 2025, provided however that Ewing Morris reserves the right, in its sole and absolute discretion at any time, to: (i) extend or vary the offer at any time; or (ii) withdraw the offer if the conditions thereto are not met, and if withdrawn, it will not be required to take up or pay for Units delivered pursuant to the offer. Any and all tendered Units, up to a maximum of 8,000,000 Units, will be taken up on October 15, 2025, provided that the conditions to the offer are satisfied, and payment will be made as soon as possible but in any event within three business days. No other terms of the Offer have been amended.
Unitholder Questions
Unitholders of BTB who have questions with respect to the Offer, or who need assistance in depositing their Units, please contact the depositary or the information agent for the Offer at the contact details below:
Sodali & Co
Toll Free (US & Canada): 1-888-444-0167
Calls (All Regions): 1-289-695-3075
Email: assistance@investor.sodali.com
Odyssey Trust Company
Toll Free (US & Canada): 1-888-290-1175
Calls (All Regions): 587-885-0960
Email: corp.actions@odysseytrust.com
Additional Information
This announcement is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell, with respect to any securities. The solicitation of offers to buy the Units is only being made pursuant to the terms of the Offer Documents, as amended or supplemented.
The solicitation of offers to buy Units is being made by Ewing Morris, and not by or on behalf of the management of the Trust. Ewing Morris has retained the services of Sodali & Co who will receive a management fee of $20,000 for its services as information agent under the Offer, plus success and/or ancillary payments and disbursements.
Based upon publicly available information, BTB's principal and head office is at 1411 Crescent Street, Suite 300, Montréal, Québec, H3G 2B3, Canada. The press release does not set forth all of the terms and conditions of the Offer. Before making any decisions with respect to the Offer, holders of Units should read the Offer Documents, as well as any amendments or supplements to the Offer Documents when they become available because they will contain important information. Unitholders will be able to obtain the Offer Documents for free on the Trust's SEDAR+ profile at www.sedarplus.ca.
None of Ewing Morris and its directors and officers, or, to the knowledge of Ewing Morris, any associates or affiliates of the foregoing, has any material interest, direct or indirect, in any transaction since the commencement of the Trust's most recently completed financial year, or in any proposed transaction which has materially affected or will materially affect the Trust or any of its subsidiaries. None of Ewing Morris nor, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at any upcoming Unitholders' meeting, other than as set out herein.
The Offer is not a formal or exempt takeover bid under applicable Canadian securities laws and regulations.
Cautionary Statement Regarding Forward-Looking Information
This press release may contain forward-looking information and forward-looking statements within the meaning of applicable securities laws. Specifically, certain statements contained in this press release, including without limitation statements regarding the Offer, taking up and paying for Units deposited under the Offer, Ewing Morris' assessment of BTB's future prospects, contain "forward-looking information" and are prospective in nature. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements.
Statements containing forward-looking information are not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future outcomes expressed or implied by the statements containing forward-looking information.
Although Ewing Morris believes that the expectations reflected in statements containing forward-looking information herein made by it (and not, for greater certainty, any forward-looking statements attributable to the Trust) are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include the assumption that the business and economic conditions affecting the Trust's operations will continue substantially in the current state, including, without limitation, with respect to industry conditions, general levels of economic activity, continuity and availability of personnel, local and international laws and regulations, foreign currency exchange rates and interest rates, inflation, taxes, that there will be no unplanned material changes to the Trust's operations, and that the Trust's public disclosure record is accurate in all material respects and is not misleading (including by omission).
Ewing Morris cautions that the foregoing list of material factors and assumptions is not exhaustive. While these factors and assumptions are considered by Ewing Morris to be appropriate and reasonable in the circumstances as of the date of this press release, they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information. Many of these assumptions are based on factors and events that are not within the control of Ewing Morris and there is no assurance that they will prove correct.
Important facts that could cause outcomes to differ materially from those expressed or implied by such forward-looking information include, among other things, actions taken by the Trust in respect of the Offer, the content of subsequent public disclosures by the Trust, the failure to satisfy the conditions to the Offer, general economic conditions, legislative or regulatory changes and changes in capital or securities markets. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Although Ewing Morris has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to Ewing Morris or that Ewing Morris presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information.
Statements containing forward-looking information in this press release are based on Ewing Morris' beliefs and opinions at the time the statements are made, and there should be no expectation that such forward-looking information will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Ewing Morris disclaims any obligation to do so, except as required by applicable law. All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/268845
SOURCE: Ewing Morris Fleetwood LP
